Terms of Service

1. Introduction and Acceptance

These Terms of Service (these "Terms") constitute a legally binding agreement between the legal entity identified during the registration or ordering process ("Customer," "you," or "your") and Mav9 Technologies GmbH, a German limited liability company registered at HRB 275780 B, Amtsgericht Charlottenburg, with its registered office at Mühsamstraße 69, 10249 Berlin, Germany, VAT ID DE456799572 ("Mav9," "we," "us," or "our"), governing your access to and use of the Mav9 AI-powered investment management platform and all related services (the "Services").

The Services are offered exclusively to businesses (Unternehmer within the meaning of § 14 BGB), including legal entities, partnerships, and sole traders acting in their commercial or professional capacity. The Services are not intended for consumers (Verbraucher within the meaning of § 13 BGB). By accepting these Terms, you confirm that you are acting in your capacity as a business entity and not as a consumer.

Where the Mav9 UK entity, MAV9 Technologies Ltd (Company number 17029756, registered at C/O Windsor House Station Court, Station Road, Great Shelford, Cambridge, CB22 5NE, United Kingdom), is the contracting party, references to "Mav9" in these Terms shall mean MAV9 Technologies Ltd, and these Terms shall apply correspondingly.

By creating an account, clicking "I agree," executing an Order Form, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, together with all policies incorporated by reference: the Privacy Policy, the Cookie Policy, the Acceptable Use Policy ("AUP"), the Data Processing Agreement ("DPA"), and the Service Level Agreement ("SLA"), each as published in the Trust Center at trust.mav9.com (collectively, the "Agreement"). If you do not agree to these Terms, you must not access or use the Services.

The individual accepting these Terms represents and warrants that they have full authority to bind Customer and its Affiliates to these Terms. If you lack such authority, neither you nor the entity may use the Services.

1.1 Relationship to Enterprise Agreements

Customers who have entered into a separate Master Service Agreement ("MSA") or other individually negotiated agreement (Individualvereinbarung) with Mav9 are governed primarily by that agreement. In the event of any conflict between these Terms and a duly executed MSA, the MSA shall prevail to the extent of the conflict. These Terms shall continue to apply to the extent their provisions do not conflict with the MSA.

1.2 Document Hierarchy

In the event of conflict among the documents forming part of the Agreement, the following order of precedence shall apply (highest priority first):

1. the Data Processing Agreement

2. any country-specific addenda

3. any individually negotiated MSA or Order Form

4. these Terms of Service

5. the Service Level Agreement

6. the Acceptable Use Policy

7. the Privacy Policy

Operational policies referenced herein (including the AUP, Cookie Policy, and Privacy Policy) are incorporated by reference.

1.3 Modifications to These Terms

Mav9 may update these Terms from time to time to reflect changes in law, regulation, industry practice, or Service functionality. We will provide at least thirty (30) days' prior written notice of material changes by email to the address associated with your account and by posting the updated Terms on our website with an updated effective date. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree to any material update, you may terminate your subscription prior to the effective date, and Mav9 shall issue a pro-rata refund of any prepaid fees for the unused portion of the subscription term.

2. Definitions

The following capitalised terms have the meanings set forth below. Terms not defined herein shall have the meaning given in the DPA, Privacy Policy, or AUP.

"Acceptable Use Policy" or "AUP" means the acceptable use policy published in the Trust Center, as may be updated from time to time.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.

"AI-Generated Output" means any content, analysis, insight, recommendation, or data produced by the Platform's artificial intelligence or machine learning functionality using Customer Data as input.

"Authorised User" means Customer's employees, independent contractors, or agents who are authorised by Customer to access and use the Services and for whom access has been purchased or provisioned.

"Beta Services" means any version, feature, or functionality of the Services designated by Mav9 as "beta," "pilot," "trial," "limited release," "pre-release," "preview," or given a similar description.

"Business Day" means a day other than a Saturday, Sunday, or public holiday in the Federal Republic of Germany.

"Confidential Information" means all non-public information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential, including business plans, financial data, technical specifications, algorithms, AI models, Customer Data, pricing, and security documentation.

"Customer Data" means all electronic data, text, files, documents, information, and materials submitted to, stored within, or processed by the Services by or on behalf of Customer, including any Personal Data contained therein. Customer Data does not include Usage Data.

"Documentation" means the user guides, online help, release notes, training materials, and other documentation provided or made available by Mav9 regarding the Services.

"Enriched Data" means Customer Data that has been structured, deduplicated, and augmented by Mav9's proprietary technology using public data sources and relational mapping within the Platform.

"Fees" means the fees payable by Customer as specified in the applicable Order Form or subscription plan.

"Free Trial" means a time-limited, no-charge evaluation period for the Services as described in Section 4.6.

"Order Form" means a mutually executed ordering document specifying the Services, Fees, subscription term, and any additional terms.

"Personal Data" has the meaning given in the applicable data protection law (including the EU GDPR, UK GDPR, Swiss FADP, and CCPA/CPRA as applicable).

"Platform" means Mav9's proprietary AI-powered investment management software-as-a-service platform.

"Services" means the Platform and any related support, implementation, or consulting services made available by Mav9.

"Trust Center" means the webpage at trust.mav9.com detailing Mav9's security, compliance, privacy, and legal policies.

"Usage Data" means aggregated and anonymised data relating to Customer's use of the Services that does not identify or permit identification of Customer, any Authorised User, or any natural person.

3. Account Registration and Access

3.1 Account Creation

To access the Services, you must create an account by providing accurate, complete, and current information about your business entity. You agree to keep your account information updated at all times. The individual creating the account must be duly authorised to act on behalf of the Customer entity.

3.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You shall implement reasonable security measures, including strong passwords and multi-factor authentication where available. You must promptly notify Mav9 at Turn on Javascript to see the email adress [code: s01] of any unauthorised access to or use of your account.

3.3 Authorised Users

You may designate Authorised Users up to the number permitted by your subscription plan or Order Form. Each account credential set may only be used by a single individual. You are responsible for all activity by your Authorised Users and for ensuring their compliance with these Terms. You shall maintain accurate records of Authorised Users and promptly revoke access for any individual who no longer requires access. If it is established that credentials have been shared with unauthorised individuals, you shall pay Mav9 the applicable per-seat Fees for the additional users for the then-current subscription period.

3.4 Usage Audit Rights

Mav9 reserves the right to use technical means, including monitoring of concurrent logins and session data, to verify compliance with the Authorised User seat limits specified in your subscription plan or Order Form. If such monitoring reveals that the number of individuals accessing the Services exceeds the purchased seat count by more than five percent (5%), you shall, without prejudice to Mav9's other rights under these Terms: (a) pay Mav9 the applicable per-seat Fees for the excess users, backdated to the date the excess usage began or, if that date cannot be determined, for the preceding six (6) months; and (b) reimburse Mav9's reasonable costs incurred in conducting the audit. If the discrepancy is five percent (5%) or less, you shall promptly rectify the excess usage but shall not be liable for backdated Fees or audit costs.

4. Licence Grant, Restrictions, and Free Trials

4.1 Licence Grant

Subject to these Terms, Mav9 grants you a non-exclusive, non-transferable, non-sublicensable (except to Authorised Users), revocable, limited right to access and use the Services during your subscription term solely for your internal business purposes in accordance with these Terms and the Documentation. These Terms constitute a subscription to access cloud-hosted software and do not constitute a sale of, or grant of a perpetual licence to, any software.

4.2 Restrictions

You and your Authorised Users shall not:

1. resell, sublicence, distribute, frame, or permit third-party access to the Services other than to Authorised Users;

2. use the Services in violation of any applicable law or regulation;

3. interfere with or disrupt the Services, the infrastructure supporting the Services, or any other customer's use thereof;

4. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying architecture of the Services;

5. use the Services or any outputs to develop a competing product or service, or to train any machine learning algorithms, foundational models, or other artificial intelligence systems;

6. upload or transmit any content that infringes third-party intellectual property rights or is defamatory, harassing, or unlawful;

7. introduce any virus, malware, trojan, or other harmful code;

8. attempt to gain unauthorised access to the Services, related systems, or networks;

9. share login credentials or circumvent the user limits of your subscription;

10. engage in prompt injection, jailbreaking, or use any method designed to manipulate, bypass, or override the intended behaviour, safety controls, or instructions of any AI models or agents within the Services;

11. attempt to extract, derive, or discover any Mav9 Confidential Information, system prompts, operational logic, tool configurations, or underlying architecture of the AI agents;

12. use the Services in connection with any high-risk activities where a failure could lead to death, personal injury, or severe property or environmental damage;

13. benchmark or perform competitive analysis of the Services without Mav9's prior written consent; or

14. upload or process through the Services any restricted information including protected health information (HIPAA), payment card data (PCI DSS), government-issued identification numbers, or biometric data, unless explicitly agreed in writing in the applicable Order Form.

4.3 Acceptable Use Policy

Your use of the Services is additionally subject to the AUP. Violation of the AUP may result in suspension or termination of your access.

4.4 Service Modifications

Mav9 may update, enhance, or modify the Services from time to time to improve functionality, security, or compliance. Mav9 shall not materially diminish the core functionality of the Services during any active subscription term. Mav9 shall provide at least thirty (30) days' prior notice of any material change. If a material change adversely affects your use of the Services, you may terminate the affected subscription within thirty (30) days of receiving notice, and Mav9 shall issue a pro-rata refund of prepaid Fees for the unused portion of the subscription term.

4.5 Third-Party Components

The Services may incorporate third-party software, AI models, or services, and may interoperate with third-party applications and APIs. Mav9 is responsible for ensuring such components comply with these Terms. A current list of sub-processors is available at trust.mav9.com. Mav9 cannot guarantee the continued availability of third-party integrations and may discontinue them if the third-party provider ceases to make its product available for interoperation, provided that such discontinuation does not materially diminish the core functionality of the Services.

4.6 Free Trials

Mav9 may offer Free Trials at no charge for a limited evaluation period. If you elect to use a Free Trial, you acknowledge and agree that:

1. Free Trials are for evaluation and testing purposes only and are not intended for production use;

2. Free Trials may be discontinued by Mav9 at any time upon seven (7) days' written notice;

3. Free Trials are not supported under the SLA and carry no availability commitments;

4. unless you convert to a paid subscription before the trial expires, Mav9 may delete all data associated with the Free Trial account after a thirty (30) day grace period; and

5. your use of Free Trials is otherwise governed by these Terms in full, except that Sections 10 (Fees) and 9.2 (Service Credits) shall not apply.

Unless otherwise agreed in writing, all Free Trial periods shall expire upon the earliest of: (i) the expiry date communicated by Mav9 at the time of enrolment; (ii) the date you convert to a paid subscription; or (iii) thirty (30) days from first access if no other duration is specified.

4.7 Beta Services

Mav9 may invite you to use Beta Services at no additional charge. Beta Services are provided "AS IS" without any warranty; may contain errors, bugs, or defects; may be discontinued at any time; and are not subject to the SLA. Mav9 shall have no liability arising from or related to your use of Beta Services. Unless otherwise agreed, Beta Services trial periods expire upon the earliest of: (i) six (6) months from first availability; (ii) the date Mav9 makes a generally available version; or (iii) expiry of your subscription.

4.8 Suspension

Mav9 may, upon reasonable notice (or immediately where required to comply with law or prevent imminent harm), suspend your access if: (a) your use violates applicable law, the AUP, or these Terms; (b) your use creates a security vulnerability; (c) your use consumes unreasonable resources; or (d) you fail to pay invoiced Fees more than sixty (60) days past the due date. Mav9 shall limit any suspension to the affected portion, provide prompt notice, and restore access once the cause is resolved.

4.9 Non-Exclusivity and Customer Responsibility

These Terms do not prevent Mav9 from entering into similar agreements with third parties, including your competitors. You accept sole responsibility for selecting the Services to achieve your intended results and acknowledge that the Platform is a standard, multi-tenant SaaS solution not individually customised unless expressly agreed in an SOW.

5. Customer Data and Ownership

5.1 Customer Data Ownership

You retain all right, title, and interest in and to Customer Data at all times. Mav9 shall not acquire any ownership interest in Customer Data. You grant Mav9 a limited, non-exclusive, non-transferable, revocable licence to process Customer Data solely as necessary to provide the Services and comply with applicable law.

5.2 Prohibited Use of Customer Data

Mav9 shall not: (a) sell, rent, lease, or otherwise commercially exploit Customer Data; (b) use Customer Data for any purpose other than providing the Services; (c) disclose Customer Data to any third party except as permitted by these Terms and the DPA; (d) use Customer Data to train, fine-tune, or improve any AI model unless you provide separate, specific, documented opt-in consent; or (e) stream, export, or transmit Customer Data to any third-party service on your behalf unless explicitly requested by you in writing (including via the Platform's integration settings configured by you).

5.3 Usage Data

Mav9 may collect, use, and disclose Usage Data for operating, improving, and securing the Services, developing new features, and generating aggregated analytics. Usage Data is anonymised and does not identify you or any individual.

5.4 Customer Responsibilities

You are solely responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) the means by which you acquired such data; (c) the lawful basis for processing; (d) ensuring your instructions to Mav9 comply with Data Protection Laws; and (e) ensuring your use of the Services complies with all applicable laws and regulations, including data protection, financial services, and anti-money-laundering laws applicable to your industry.

6. Privacy, Data Protection, and Cookies

6.1 Data Processing Agreement

To the extent that Mav9 processes Personal Data on your behalf, such processing is governed by the DPA, which is incorporated into and forms part of these Terms. The DPA is available at trust.mav9.com. In the event of conflict with respect to Personal Data processing, the DPA shall prevail.

6.2 Privacy Policy

Mav9's Privacy Policy, available at trust.mav9.com, describes how Mav9 collects, uses, and protects information, including Mav9 Account Data and Mav9 Usage Data. By using the Services, you acknowledge that you have reviewed the Privacy Policy.

6.3 Cookie Policy

Mav9's use of cookies and similar tracking technologies is governed by the Cookie Policy, available at trust.mav9.com. Mav9 processes cookies in accordance with the Telekommunikation-Digitale-Dienste-Datenschutz-Gesetz (TDDDG), § 25, and the Privacy and Electronic Communications Regulations 2003 (PECR) in the UK. Consent for non-essential cookies is obtained through the Platform's cookie consent mechanism.

6.4 Data Security

Mav9 shall maintain appropriate technical and organisational measures to protect Customer Data, as further detailed in the DPA and the Security Annex in the Trust Center. Mav9 strives to maintain SOC 2 Type 2 attestation and ISO/IEC 27001 certification. Current certification status is available at trust.mav9.com. Mav9 implements:

• encryption at rest (AES-256) and in transit (TLS 1.2+)

• role-based access controls based on the principle of least privilege

• system activity logging and monitoring

• regular vulnerability scanning and annual penetration testing

• documented business continuity and disaster recovery plans

6.5 Data Breach Notification

Mav9 shall notify you without undue delay, and in any event within seventy-two (72) hours where feasible, upon becoming aware of any Personal Data breach affecting Customer Data. Notification shall include the nature of the breach, the categories and approximate number of data subjects and records affected, the likely consequences, and measures taken or proposed.

6.6 Sub-Processors and International Transfers

Mav9 maintains a current list of sub-processors at trust.mav9.com. Mav9 shall provide at least thirty (30) days' prior notice before engaging any new sub-processor. You may object on reasonable, documented grounds within fifteen (15) days. Mav9's primary data processing infrastructure is hosted on AWS within the EU. Where data is transferred outside the EEA, UK, or Switzerland, appropriate safeguards (including EU Standard Contractual Clauses and the UK International Data Transfer Addendum) are in place as specified in the DPA.

6.7 CCPA/CPRA and US State Privacy Laws

To the extent the CCPA (as amended by the CPRA) or other US state privacy laws apply, Mav9 acts as a "service provider" (as defined in the CCPA) and processes personal information solely to provide the Services pursuant to these Terms. Mav9 does not sell or share (as defined under the CCPA) personal information received from you. Mav9 shall not retain, use, or disclose personal information except as necessary for performing the Services or as otherwise permitted by applicable law. Mav9's privacy practices are detailed in the Privacy Policy and DPA.

6.8 Automated Decision-Making and Profiling

The Services utilise AI-powered automated processing, including data enrichment, entity resolution, and analytics. Where automated processing produces outputs that may be used to inform material business decisions (such as investment allocation or portfolio management), you are solely responsible for ensuring appropriate human review before acting on such outputs. Mav9 shall, upon your reasonable written request, provide meaningful information about the logic involved in such automated processing, its significance, and the envisaged consequences, to the extent required by Article 22 of the EU GDPR, equivalent provisions of the UK GDPR, or the CCPA/CPRA's automated decision-making technology (ADMT) provisions.

7. Artificial Intelligence Provisions

7.1 AI Functionality

The Services incorporate AI and machine learning capabilities, including knowledge graph enrichment, portfolio analytics, research synthesis, and agent-based automation. You acknowledge that AI outputs are probabilistic, not deterministic, and are intended solely as decision-support tools requiring human review and judgement.

7.2 AI Output Ownership

You retain all rights in AI-Generated Outputs produced using Customer Data. Mav9 retains all rights in the underlying AI models, algorithms, and platform technology. Mav9 shall not use Customer-specific AI-Generated Outputs to train, improve, or develop models for other customers without your explicit prior written consent.

7.3 No Model Training on Customer Data

Mav9 shall not use Customer Data to train, fine-tune, or improve any AI model unless you provide explicit, documented, prior written consent for a specific purpose. AI model inference (generating outputs based on your inputs) does not constitute model training.

7.4 AI Disclaimers

AI-GENERATED OUTPUTS ARE PROVIDED "AS IS" WITH NO WARRANTY OF ACCURACY, COMPLETENESS, TIMELINESS, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT AI MAY PRODUCE INACCURATE, INCOMPLETE, OR BIASED OUTPUTS. YOU ARE SOLELY RESPONSIBLE FOR ALL INVESTMENT, BUSINESS, AND OPERATIONAL DECISIONS MADE BASED ON AI-GENERATED OUTPUTS. MAV9 IS NOT A REGISTERED INVESTMENT ADVISER, FINANCIAL ADVISER, LAW FIRM, TAX ADVISER, AUDITOR, OR REGULATED PROFESSIONAL OF ANY KIND UNDER MIFID II, FCA, SEC, OR ANY OTHER REGULATORY FRAMEWORK. THE SERVICES AND ALL AI-GENERATED OUTPUTS DO NOT CONSTITUTE AND SHALL NOT BE CONSTRUED AS INVESTMENT ADVICE, LEGAL ADVICE, TAX ADVICE, ACCOUNTING ADVICE, REGULATORY GUIDANCE, COMPLIANCE ADVICE, OR ANY OTHER FORM OF PROFESSIONAL ADVICE OR RECOMMENDATION. YOU SHALL OBTAIN INDEPENDENT QUALIFIED PROFESSIONAL ADVICE BEFORE MAKING ANY MATERIAL DECISION BASED ON AI-GENERATED OUTPUTS.

7.5 EU AI Act Compliance

Mav9 shall classify its AI systems under the EU AI Act (Regulation (EU) 2024/1689) risk framework and comply with applicable obligations, including transparency, documentation, human oversight, and record-keeping requirements as they become applicable from 2 August 2026 onwards. Where the Services interact with natural persons through AI systems, Mav9 shall ensure compliance with the transparency requirements of Article 50 of the EU AI Act. Mav9 shall cooperate with you in fulfilling any obligations you may have as a "deployer" under the EU AI Act, including AI literacy requirements under Article 4.

7.6 Human Oversight

You agree to maintain appropriate human-in-the-loop review processes for all material decisions informed by AI-Generated Outputs, particularly those relating to investment allocation, portfolio management, or regulatory reporting. Mav9 shall support your implementation of such oversight mechanisms as reasonably required.

8. Intellectual Property

8.1 Mav9 IP

Mav9 retains all right, title, and interest in and to the Platform, Services, and all underlying technology, software, algorithms, AI models, knowledge graph architecture, data enrichment processes, entity resolution and deduplication logic, data structuring methodologies, Documentation, and all modifications and derivative works thereof (collectively, "Mav9 IP"). Nothing in these Terms transfers ownership of any Mav9 IP to you.

8.2 Customer IP

You retain all right, title, and interest in Customer Data, your pre-existing intellectual property, and your configurations within the Platform.

8.3 Enriched Data

The underlying factual data elements within Enriched Data that originated from Customer Data remain your property. The structural organisation, relational mappings, graph topology, enrichment overlays, and analytical models constitute Mav9 IP. Upon termination, you may export factual data elements (including enrichment data from public sources associated with your records) in machine-readable format, but have no right to export or reverse-engineer Mav9's proprietary graph structure, algorithms, or methodology.

8.4 Feedback

If you provide Mav9 with suggestions, enhancement requests, or other feedback, you grant Mav9 a worldwide, perpetual, irrevocable, royalty-free, sublicensable licence to use, modify, and incorporate such feedback into the Services or any other Mav9 product. Mav9 is under no obligation to implement any feedback.

9. Service Availability and Support

9.1 Uptime Commitment

Mav9 shall use commercially reasonable efforts to make the Services available with the uptime commitment specified in the SLA published in the Trust Center. Scheduled maintenance windows are communicated at least forty-eight (48) hours in advance.

9.2 Service Credits

If Mav9 fails to meet its uptime commitment, you may be entitled to service credits as defined in the SLA. Service credits constitute your sole and exclusive remedy for SLA breaches, except in cases of gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz), or where persistent or material failures give rise to a termination right under Section 11.2.

9.3 Support

Mav9 provides standard support during Business Days (CET) via email and in-platform channels, with response times by severity as defined in the SLA. Premium support tiers may be specified in an Order Form.

9.4 Incident Management

Mav9 maintains documented incident classification, escalation procedures, and root cause analysis processes. For Severity 1 and Severity 2 incidents, Mav9 shall provide a post-incident report within five (5) Business Days of resolution.

10. Fees and Payment

10.1 Fees

You shall pay the Fees specified in the applicable Order Form or subscription plan. All Fees are quoted and payable in the currency specified. All Fees paid are non-refundable once invoiced, except as expressly stated in these Terms (including pro-rata refunds for material adverse service modifications under Section 4.4 or Mav9's uncured material breach).

10.2 Invoicing and Payment

Mav9 shall issue invoices in accordance with the Order Form or subscription schedule. You shall pay all undisputed amounts within thirty (30) days from the invoice date. All invoices shall comply with applicable requirements, including the German Umsatzsteuergesetz (UStG) and the EU VAT Directive (2006/112/EC).

10.3 Taxes

All Fees are exclusive of applicable taxes, duties, and levies. You are responsible for all such taxes, except taxes based on Mav9's net income. For intra-EU B2B transactions, the reverse charge mechanism applies where you provide a valid VAT identification number. For UK transactions, VAT shall be charged as applicable.

10.4 Late Payment

Amounts not paid when due shall accrue interest at the rate of eight percentage points (8%) above the base rate per annum in accordance with § 288(2) BGB for B2B transactions, or at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 for UK transactions, calculated daily from the due date. Mav9 may suspend access upon thirty (30) days' notice if Fees remain unpaid more than sixty (60) days past the due date, provided such Fees are not subject to a good-faith dispute.

10.5 Price Adjustments

Mav9 may adjust Fees upon renewal, subject to at least thirty (30) days' prior written notice, and your right to terminate the affected subscription before the renewal term commences.

10.6 Disputed Invoices

You must notify Mav9 of any disputed invoice in writing within fourteen (14) days of receipt. Undisputed portions remain payable on normal terms. The parties shall use good-faith efforts to resolve disputes within thirty (30) days. Mav9 shall not suspend Services during a bona fide invoice dispute.

11. Term and Termination

11.1 Term

Your subscription commences on the effective date specified in the Order Form or upon first access (for self-service subscriptions) and remains in effect for the initial term. Thereafter, your subscription shall automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least three (3) months prior to expiry, or as otherwise agreed.

11.2 Termination for Cause

Either party may terminate: (a) if the other party commits a material breach and fails to cure within thirty (30) days after written notice; (b) immediately, if the other party becomes insolvent, files for bankruptcy, or enters liquidation; (c) if a force majeure event persists for more than ninety (90) days; or (d) by Customer, if Mav9's SOC 2 Type 2 or ISO 27001 certification lapses and is not reinstated within six (6) months.

11.3 Termination for Regulatory Change

Either party may terminate upon ninety (90) days' written notice if a change in applicable law makes performance of a material obligation illegal or commercially unreasonable. Mav9 shall issue a pro-rata refund of prepaid Fees for the unused subscription term.

11.4 Effect of Termination

Upon termination or expiry: (a) all licences and access rights cease immediately; (b) all outstanding Fees become immediately due; (c) each party shall return or destroy the other's Confidential Information (subject to Sections 11.5 and 11.6); and (d) the survival provisions in Section 11.7 shall apply.

11.5 Data Export and Portability

Following termination, you shall have ninety (90) days (the "Wind-Down Period") to export all Customer Data (including factual data elements of Enriched Data) in a standard, machine-readable format (CSV, JSON, or via API). Mav9 shall provide reasonable assistance with one (1) export during the Wind-Down Period at no charge. Mav9 shall not impose any technical, contractual, or commercial switching barriers, in accordance with the EU Data Act (Regulation (EU) 2023/2854) where applicable. During the subscription term, you may also request mid-term data exports free of charge up to once per twelve (12)-month period. For the avoidance of doubt, the foregoing standard export rights cover exports in the standard formats described above (CSV, JSON, or via API); requests for custom data extraction, continuous API-based data streaming to third-party systems, or bespoke migration engineering beyond the standard export may be subject to reasonable administrative fees as mutually agreed between the parties, in accordance with the EU Data Act's provisions on reasonable compensation for switching costs.

11.6 Data Deletion

Following the Wind-Down Period, Mav9 shall delete all Customer Data (including copies and backups) within ninety (90) days and provide written certification of deletion upon request. The sole exception is data Mav9 is legally required to retain, which shall remain subject to confidentiality and data protection obligations.

11.7 Survival

The following Sections survive termination: 2 (Definitions), 5 (Customer Data), 6 (Privacy and Data Protection), 7 (AI Provisions), 8 (Intellectual Property), 12 (Confidentiality), 13 (Warranties and Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 16 (Governing Law), and 17 (General Provisions).

12. Confidentiality

12.1 Obligations

Each Receiving Party shall: (a) keep Confidential Information strictly confidential using at least the same degree of care as for its own confidential information, but not less than reasonable care; (b) use Confidential Information exclusively for purposes of performing obligations or exercising rights under these Terms; and (c) not disclose Confidential Information except to its directors, officers, employees, agents, advisors, and contractors who need to know and are bound by written confidentiality obligations no less restrictive.

12.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without fault of the Receiving Party; (b) was already in the Receiving Party's lawful possession; (c) is independently developed without reference to Confidential Information; or (d) is received from a third party not bound by confidence.

12.3 Compelled Disclosure

Disclosure is permitted to the extent required by applicable law or judicial order, provided the Receiving Party: (a) gives reasonable advance notice where legally permissible; (b) limits disclosure to the minimum required; and (c) affords the Disclosing Party reasonable opportunity to seek a protective order. Disclosures under applicable whistleblower frameworks (including the German HinSchG and UK PIDA) remain unaffected.

12.4 Duration

Confidentiality obligations survive for five (5) years after termination. For trade secrets under the German GeschGehG, UK Trade Secrets Regulations 2018, or the US Defend Trade Secrets Act 2016, obligations continue for as long as the information qualifies as a trade secret.

13. Warranties and Disclaimers

13.1 Mav9 Warranties

Mav9 warrants that: (a) the Services shall materially conform to the Documentation during the subscription term; (b) the Services shall be performed with reasonable skill and care in accordance with good industry practice; (c) Mav9 shall comply with applicable laws; (d) the Services shall not, to Mav9's knowledge, contain malicious code at delivery; and (e) Mav9 shall maintain applicable security certifications as described in Section 6.4.

13.2 Non-Conformance Remedy

If the Services do not materially conform to the Documentation, Mav9 shall promptly correct the non-conformance or provide an alternative means of accomplishing the desired functionality. This constitutes your sole remedy for non-conformance, without limiting your other rights (including termination for cause if non-conformance is a material breach).

13.3 Customer Warranties

You warrant that: (a) Customer Data does not infringe third-party rights; (b) you have obtained all necessary consents for processing Personal Data; (c) you shall comply with all applicable laws; and (d) you shall maintain adequate security for your account credentials and systems.

13.4 General Disclaimers

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 13, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAV9 DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MAV9 DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE (SUBJECT TO THE SLA).

13.5 Professional Advice and Platform Output Disclaimers

THE SERVICES ARE TOOLS TO ASSIST YOUR BUSINESS AND DO NOT REPLACE REGULATORY OBLIGATIONS, PROFESSIONAL JUDGEMENT, OR QUALIFIED PROFESSIONAL ADVICE. ALL OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. MAV9 HAS NO DUTY OF CARE, FIDUCIARY DUTY, OR ADVISORY OBLIGATION TO YOU, YOUR INVESTORS, LIMITED PARTNERS, PORTFOLIO COMPANIES, OR ANY THIRD PARTY. OUTPUTS ARE "INFORMATION," NOT "ADVICE," WITHIN THE MEANING OF APPLICABLE FINANCIAL SERVICES AND PROFESSIONAL LIABILITY LAW.

14. Limitation of Liability

14.1 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data (other than as addressed in the DPA), business opportunity, or cost of replacement services, regardless of the theory of liability.

14.2 Aggregate Liability Cap

Subject to Section 14.3, each party's total aggregate liability shall not exceed the greater of: (a) the total Fees paid and payable by you in the twelve (12) months preceding the event giving rise to the claim; or (b) one hundred thousand euros (€100,000.00). This cap applies per claim year on a rolling basis.

14.3 Carve-Outs (Mandatory Law)

The limitations in Sections 14.1 and 14.2 shall not limit either party's liability for:

1. wilful misconduct (Vorsatz), which under § 276(3) BGB cannot be excluded in advance;

2. gross negligence (grobe Fahrlässigkeit);

3. death, bodily injury, or damage to health caused by negligence (§ 309 Nr. 7a BGB);

4. Mav9's indemnification obligations under Section 15.1;

5. breach of confidentiality obligations under Section 12;

6. breach of data protection obligations under Section 6 and the DPA (subject to an enhanced cap of 2x Fees paid in the preceding 12 months);

7. your payment obligations;

8. fraud or fraudulent misrepresentation; or

9. any other liability that cannot be excluded or limited under applicable mandatory law.

14.4 Essential Obligations

Essential contractual obligations are those whose fulfilment is essential to proper performance and upon which the other party may regularly rely - in particular: Mav9's obligation to make the Services available, to protect Customer Data, and to maintain confidentiality; and your obligation to pay Fees. In the event of merely negligent breach of an essential obligation, the aggregate liability cap in Section 14.2 shall apply to claims arising from a breach of essential contractual obligations. Furthermore, strict (fault-independent) liability for defects existing at the time of contract formation is hereby expressly excluded. This exclusion does not apply to claims for death, bodily injury, or damage to health, or to claims arising from wilful misconduct or gross negligence.

14.5 UK-Specific Provisions

To the extent UK law applies: nothing excludes or limits liability for fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded under applicable UK law. The limitations in this Section are subject to the reasonableness requirement under the Unfair Contract Terms Act 1977 (UCTA), Sections 2 and 3.

14.6 US-Specific Provisions

For US users: some states do not allow the exclusion of implied warranties or limitation of liability for consequential or incidental damages. In such states, each party's liability shall be limited to the greatest extent permitted by law.

14.7 Essential Basis of the Bargain

The parties acknowledge that the limitations of liability are an essential element of the bargain and reflect an allocation of risk integral to the Fees. The Fees would be substantially higher if Mav9 assumed further liability beyond that set forth herein.

15. Indemnification

15.1 Indemnification by Mav9

Mav9 shall indemnify, defend, and hold harmless you and your Affiliates from third-party claims alleging that your use of the Services as permitted infringes or misappropriates a third party's patent, copyright, trademark, or trade secret. Mav9's obligation does not apply to claims arising from: (i) your modifications; (ii) use in violation of these Terms; (iii) combination with unapproved third-party products; or (iv) continued use after Mav9 provides a non-infringing alternative.

15.2 Indemnification by Customer

You shall indemnify Mav9 and its Affiliates from third-party claims arising from: (a) your use of the Services in breach of these Terms or applicable law; (b) Customer Data infringing third-party rights; (c) your breach of confidentiality; (d) claims by your investors, limited partners, portfolio companies, or other third parties arising from reliance on any output generated by the Services; or (e) your specific prompts, instructions, or use of the AI features of the Services to generate infringing, unlawful, or harmful outputs, including the inputting of restricted, copyrighted, or otherwise protected data into the AI features in violation of Section 4.2 or applicable law.

15.3 Procedures

The indemnified party shall: (a) provide prompt written notice; (b) grant the indemnifying party sole control of the defence and settlement (without admitting liability on the indemnified party's behalf without prior written consent); and (c) provide reasonable cooperation at the indemnifying party's expense.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict-of-law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Where mandatory local laws of your jurisdiction impose overriding protections, those provisions apply in addition.

16.2 Dispute Escalation

Prior to initiating formal proceedings, the parties shall attempt to resolve any dispute through good-faith negotiation within thirty (30) days of written notice, with escalation to senior management for a further fifteen (15) days if unresolved.

16.3 Jurisdiction

Any dispute not resolved under Section 16.2 shall be finally resolved by binding arbitration administered by the ICC (International Chamber of Commerce) in accordance with its then-current rules. The seat of arbitration shall be Berlin, Germany. The language of proceedings shall be English. A single arbitrator shall be appointed for claims below €250,000.00; a panel of three arbitrators shall be appointed for claims at or above such threshold. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention).

16.4 UK Customers

If your principal place of business is in the United Kingdom, these Terms shall be governed by the laws of England and Wales, and disputes shall be resolved before the courts of England and Wales.

16.5 US Customers

If your principal place of business is in the United States, you agree that any dispute shall be resolved through binding arbitration administered by the International Chamber of Commerce (ICC) under its then-current rules. The seat of arbitration shall be Berlin, Germany. The language of proceedings shall be English. A single arbitrator shall be appointed for claims below EUR 250,000; a panel of three for claims at or above that threshold. In accordance with § 1051(1) ZPO and the decision of the Bundesgerichtshof (BGH) of 9 January 2025 (I ZB 48/24), the parties agree that in any arbitration proceedings arising under these Terms, the provisions of §§ 305–310 BGB shall not apply to the interpretation or review of the terms of these Terms. Either party may seek interim or injunctive relief from any court of competent jurisdiction. To the extent permitted by applicable law, you waive any right to participate in a class action lawsuit or class-wide arbitration.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the DPA, AUP, Privacy Policy, Cookie Policy, SLA, and any applicable Order Forms or MSA, constitute the entire agreement between the parties and supersede all prior agreements, written or oral.

17.2 Severability

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary or, if not possible, severed, and the remaining provisions shall continue in full force. The parties expressly exclude the application of § 139 BGB, replacing it with this severability clause (Salvatorische Klausel).

17.3 Assignment

Neither party may assign without prior written consent, except: (a) to an Affiliate, provided the assigning party remains liable; or (b) in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound.

17.4 Force Majeure

Neither party is liable for failure or delay resulting from causes beyond reasonable control, including natural disasters, pandemics, war, terrorism, government action, cyberattacks on critical infrastructure, or loss of telecommunications or power. The affected party shall promptly notify the other, mitigate effects, and resume performance as soon as practicable. If a force majeure event persists for more than ninety (90) days, either party may terminate upon written notice.

17.5 Independent Contractor

Mav9 is an independent contractor. Nothing creates any partnership, joint venture, employment, agency, or fiduciary relationship.

17.6 No Third-Party Beneficiaries

These Terms do not confer rights on any third party, except as expressly stated (e.g., indemnified Affiliates, data subjects' rights under the DPA).

17.7 Notices

All formal notices shall be in writing and delivered by email with confirmed receipt to Turn on Javascript to see the email adress [code: l01] or to the email address associated with your account. Notices are effective upon confirmed receipt. Each party shall update its contact details within ten (10) Business Days of any change.

17.8 Electronic Signatures and Acceptance

These Terms may be accepted electronically through clickwrap or click-to-accept mechanisms. Electronic signatures are valid and binding in accordance with Regulation (EU) No 910/2014 (eIDAS), the UK Electronic Communications Act 2000, and the US ESIGN Act and UETA.

17.9 Anti-Corruption and Sanctions

Each party represents that it shall comply with all applicable anti-bribery and anti-corruption laws, including the German Criminal Code (§§ 299 ff. StGB), the UK Bribery Act 2010, and the US Foreign Corrupt Practices Act. Neither party is listed on any sanctions list maintained by the European Union, OFAC, or the United Nations. Breach entitles the non-breaching party to immediately terminate.

17.10 Export Controls

You shall not export or re-export the Services in violation of applicable export control laws, including the EU Dual-Use Regulation (Regulation (EU) 2021/821) and US Export Administration Regulations (EAR).

17.11 Language

English is the authoritative language. If translated, the English version prevails. These Terms are accessible at mav9.com/legal/terms.

17.12 Waiver

No failure or delay in exercising any right constitutes a waiver. A waiver is effective only if in writing.

17.13 Limitation Period

To the extent permitted by applicable law and except for claims relating to: (a) non-payment of Fees; (b) breach of Intellectual Property Rights; or (c) breach of data protection obligations under Section 6 and the DPA, no action may be brought more than twelve (12) months after the cause of action accrued. This does not apply where governing law mandates a longer minimum period that cannot be contractually shortened (see § 202 BGB for German law considerations).

17.14 Publicity

Mav9 may use your name and logo solely to identify you as a client on Mav9's website and marketing materials, subject to your trademark usage guidelines. Either party may issue a press release only with the other's prior written approval.

[ End of Terms of Service ]

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